Entra

M&A Activity • Nov 30, 2021

Statement from the Board regarding the mandatory offer for the shares in Entra ASA

Statement from the Board regarding the mandatory offer for the shares in Entra ASA

30.11.2021 08:00:00 CET | Entra ASA | Additional regulated information required

to be disclosed under the laws of a member state

Reference is made to the mandatory offer made by Fastighets Balder AB (publ) 8

November 2021 (the "Offer") for all shares of Entra ASA ("Entra"). The Board of

Directors (the "Board") of Entra has reviewed the Offer and considered factors

that the Board deems material and relevant for the assessment of whether the

Offer should be accepted by the shareholders of Entra.

The Board makes the following recommendation:

- While the Offer could have been more compelling from a financial point of

view, for shareholders where liquidity in the share and/or visibility as to the

future ownership and governance (including dividend distribution) of Entra is

important, the Board will recommend acceptance of the Offer, or selling the

shares in the market if the price is higher.

- For shareholders who focus on long term value potential with less sensitivity

to future liquidity, ownership and governance, the Board sees the Offer as not

sufficiently attractive to warrant a recommendation.

The conclusion is unanimous.

In its work the Board has consulted with ABG Sundal Collier ASA ("ABGSC") as

financial advisor and Wikborg Rein Advokatfirma AS as legal advisor.

ABGSC has provided a fairness opinion dated 29 November 2021, in line with the

recommendation set out in the Norwegian Code of Practice for Corporate

Governance.

The complete recommendation as required by the Norwegian Securities Trading Act

section 6-16 from the Board is attached to this announcement.

The Board's assessment of the Offer does not entail any certainty as for future

market prices of the Entra shares. Shareholders should carefully study the offer

document and consider their alternatives in light of the information included

the statement form the Board as well as other available information, and

ultimately draw their independent conclusions as to accept or reject the Offer.

For further information, please contact: Siri Hatlen, Chair of the Board, + 47

91744863, siri.hatlen@gmail.com

This information is subject to the disclosure requirements pursuant to section

5-12 and section 6-16 of the Norwegian Securities Trading Act.

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/16126567/1033/1385/Download%20announcement

%20as%20PDF.pdf

Board statement regarding mandatory offer.pdf -

https://kommunikasjon.ntb.no/ir-files/16126567/1033/1375/Board%20statement%20reg

arding%20mandatory%20offer.pdf

Fairness opinion letter.pdf -

https://kommunikasjon.ntb.no/ir-files/16126567/1033/1384/Fairness%20opinion%20le

tter.pdf